Partnership Dispute Lawyer on Long Island Assesses Evidence and Claims

Partnership Law § 40 generally gives partners equal management rights and profit shares unless they agree otherwise. A majority may decide ordinary matters, but must respect agreed voting rules. Under § 43, a partner must account for certain benefits obtained from partnership business without the others' consent.

Limited Liability Company Law §§ 402 and 417 make operating agreements central to voting and authority. Where the agreement is silent, statutory defaults apply. Check approval authority over borrowing, asset transfers, and distributions.

Stock ownership does not confer daily management authority. Review bylaws, shareholder agreements, board minutes, and stock records. Exclusion from a board decision alone does not establish a shareholder dispute claim.

Compare notices, minutes, consents, and emails with required approval thresholds. Missing minutes warrant investigation but do not prove invalid authorization.

Profit allocations do not always require immediate cash distributions. Compare tax returns, capital accounts, ledgers, and bank records. Trace allegedly diverted payments and distinguish owner-level claims from entity losses.

Partnership Law § 41 allows inspection of partnership books, subject to agreement terms. LLC Law § 1102 permits qualified inspection for purposes related to membership, subject to limits. Business Corporation Law § 624 grants qualifying record shareholders access to shareholder minutes and records after at least five days' written demand. These rights do not provide identical access to all financial files. Request identified records through authorized channels.

Partnership Law § 44 permits a formal accounting after wrongful exclusion, under an agreement, under § 43, or when circumstances make it just and reasonable. Accounting identifies balances; damages need a separate basis. Determine who suffered the loss.

Under CPLR § 6301, courts consider likelihood of success, irreparable harm, and the balance of equities when evaluating preliminary relief. A threatened asset transfer may support a motion for preliminary injunction. CPLR § 6313 requires immediate, irreparable injury for a temporary restraining order before the hearing.

A compulsory buyout requires contractual or statutory authority. Under Business Corporation Law § 1104-a, qualifying holders of at least 20% of the voting shares in certain nonpublic corporations may petition for dissolution on specified grounds. Section 1118 permits the corporation or other shareholders to elect a fair-value purchase within 90 days after filing, or later with court permission. LLC members do not automatically receive this election. Deadlock petitions under § 1104 have separate voting thresholds and grounds.

LLC Law § 702 permits judicial dissolution when continuing in conformity with the governing documents is not reasonably practicable. Personal hostility may be insufficient if the company can still fulfill its purpose. The applicant must file a certified dissolution order with the Department of State within 30 days. General partnerships have different dissolution grounds under Partnership Law §§ 62–63.

Under 22 NYCRR § 202.70, the usual monetary threshold is $200,000 in Nassau and $100,000 in Suffolk. Qualifying business dissolution proceedings are exempt. In ordinary civil actions, a party generally requests Commercial Division assignment through a Request for Judicial Intervention and addendum within 90 days after service of the complaint. Special proceedings and transfers require separate procedural review.

CPLR § 503 generally permits venue where a party resides or substantial events occurred, subject to exceptions. Nassau generally requires NYSCEF filing for new Supreme Court matters; Suffolk requires it for Commercial Division cases. Unrepresented litigants are exempt from mandatory e-filing. Federal jurisdiction instead requires a federal question or qualifying diversity under 28 U.S.C. §§ 1331–1332. Different business addresses alone are insufficient.

• Ownership: Agreements, member lists, or stock ledgers establishing interests.
• Authority: Voting provisions and resolutions governing challenged decisions.
• Loss: Transactions and statements supporting the claimed amount.
• Relief: Records showing why inspection, accounting, restraint, or exit is needed.

Preserve electronic evidence without accessing systems beyond your authority.

CPLR § 213(2) generally allows six years for contract claims, subject to exceptions and accrual rules. Other claims have different deadlines. Review arbitration clauses, notice terms, and valuation procedures before filing.